Obligation Mogo AS 10% ( LV0000801363 ) en EUR

Mogo AS

100 % ▲

Lettonie

LV0000801363 ( en EUR )

10% par an ( paiement mensuel )

29/03/2021 - Obligation échue

Prospectus brochure de l'obligation Mogo A.S LV0000801363 en EUR 10%, échue

1 000 EUR

20 000 000 EUR

Mogo A.S. est une société financière technologique qui offre des solutions de crédit numérique et de gestion de patrimoine aux consommateurs, principalement en Europe et en Amérique du Nord.

L'Obligation émise par Mogo AS ( Lettonie ) , en EUR, avec le code ISIN LV0000801363, paye un coupon de 10% par an.
Le paiement des coupons est mensuel et la maturité de l'Obligation est le 29/03/2021

This document is an English translation of the original Latvian text.

The Issuer has signed the Prospectus in Latvian and any translations of the
Prospectus in another language are unofficial and performed solely for the
convenience of investors. In case of dispute settlement, the interpretation of
Prospectus norms in Latvian has priority over translations in other languages.

AS "mogo"
NOTE PROSPECTUS

Financial instruments:

Notes
ISIN:

LV0000801363
Number of financial instruments:
20,000
Nominal value:

EUR 1000.00
Total nominal value:

EUR 20,000,000.00
Coupon rate:

10%
Frequency of coupon payments:
Once a month
Date of coupon payment:

On the last date of the month
Repayment of principal amount:
Once a quarter starting from
30 June 2019, EUR 125.00
from every Note
Maturity date:

31 March 2021

Organiser of issue:

13 October 2014

AS "mogo" Note Prospectus

Contents

1. TERMS AND ABBREVIATIONS ............................................................................................... 3
2. RESPONSIBLE PERSONS .......................................................................................................... 4
3. SUMMARY .................................................................................................................................... 5
4. RISK FACTORS .......................................................................................................................... 10
5. INFORMATION ABOUT FINANCIAL INSTRUMENTS ..................................................... 15
6. SPECIAL CONDITIONS ............................................................................................................ 20
7. INCLUSION IN THE MARKET AND TRADE CONDITIONS ............................................ 24
8. ADDITIONAL INFORMATION ............................................................................................... 25
9. TAXES IN LATVIA .................................................................................................................... 26
10. ISSUER ......................................................................................................................................... 28
11. DESCRIPTION OF ENTREPRENEURIAL ACTIVITY ........................................................ 31
12. FINANCIAL INFORMATION ABOUT ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL SITUATION, PROFIT AND LOSS .................................................................... 52
13. IMPORTANT CONTRACTS ..................................................................................................... 56
14. LEGAL PROCEEDINGS AND ARBITRATION .................................................................... 56
15. DOCUMENTS AVAILABLE TO THE PUBLIC ..................................................................... 56
16. ANNEXES .................................................................................................................................... 57

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AS "mogo" Note Prospectus

1. Terms and Abbreviations
Bank or Organiser of
: Baltikums Bank, AS (legal address -- Smilsu iela 6,
Issue
Riga, LV-1050, Latvia)
Business Day
: A day which is not a holiday or festive day of the
Republic of Latvia and on which LCD and
TARGET2 systems are open for carrying out
transactions
Terms of Issue
: A document, pursuant to which the issue of Notes is
carried out (ISIN LV0000801363)
Issuer
: AS "mogo" (legal address -- Riga, Matrozu
iela 15A, LV-1048, Latvia)
EUR
: Euro (single currency of the European Economic and
Monetary Union Member States)
FCMC
: Financial and Capital Market Commission
Custodian
: A credit institution or an association of investment
brokers, which has received a FCMC licence or is
entitled to carry out transactions and store securities
in accordance with the regulatory enactments of its
country of registration
Coupon
: Interest payment for Notes
LCD
: AS "Latvijas Centrlais depozitrijs" (Latvian
Central Depository) (legal address: Vau iela 1,
Riga, LV-1050, Latvia)
RoL
: Republic of Latvia
Insolvency Case
: Circumstances
referred
to
in
Section 6.2
" Insolvency case" of the Prospectus
Nominal Value
: Nominal value of one Note
NR
: AS "NASDAQ Riga" (legal address: Vau iela 1,
Riga, LV-1050, Latvia)
Regulatory Enactments
: Regulatory enactments applied in the Republic of
or Legislation
Latvia, including NR and LCD regulations
Note
: A debt security issued by the Issuer in accordance
with the Terms of Issue
Noteholder
: A person who owns one or several Notes
Potential Investor
: A person who considers the possibility of purchasing
one or several Notes
Prospectus
: This document, on the basis of which Notes are
included in the regulated market
Related Persons
: Persons referred to in Section 6.4 " Restrictions" of
the Prospectus

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AS "mogo" Note Prospectus

2. Responsible Persons
Hereby we, Members of the Board of AS "mogo" Jkabs Endzis (personal
identification number 070688-10619) and Mrcis Grnis (personal identification
number 081084-12004), certify that, by paying sufficient attention to this purpose, the
information included in the Prospectus is true, in accordance with the facts, and no
information which may affect its meaning is concealed therein.

_____________________
Jkabs Endzis

_____________________
Mrcis Grnis

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AS "mogo" Note Prospectus

3. Summary
Part A. Introduction and Warnings
Element and Request
Information
for the Provision of
Information
A.1 Warning
to
This summary should be read as introduction to the Prospectus;
investors
Any decision to invest in the securities should be based on consideration
of the Prospectus as a whole by the Potential Investor;
Where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff Potential Investor might, under the
national legislation of the Member States, have to bear the costs of
translating the Prospectus before the legal proceedings are initiated; and
Civil liability attaches only to those persons who have tabled the summary
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus, key information in order to aid Potential Investors when considering
whether to invest in such securities.
Part B. Issuer and any Guarantor
B.1
Legal name and
commercial name Akciju sabiedrba "mogo"
of the Issuer
B.2
The domicile and Country of location: Republic of Latvia.
legal form of the Legal form: joint-stock company, legal status -- legal person.
Issuer,
the Date and place of registration: in the Commercial Register of the Republic of
legislation under Latvia on 3 May 2012
which the Issuer Registration number: 50103541751
operates and its Legal address: Matrozu iela 15A, Riga, LV-1048, Latvia.
country
of The company's country of foundation is the Republic of Latvia.
incorporation
The main regulatory enactments which regulate Issuer's activities:
The Commercial Law of the Republic of Latvia;
Cabinet Regulation No. 245 of 29 March 2011, "Regulations Regarding
the Procedures by Which a Special Permit (Licence) for the Provision of
Consumer Credit Services Shall Be Issued, Re-Registered, Suspended
and Cancelled and the State Fee for the Issue and Re-Registration of a
Special Permit (Licence) Shall Be Paid, as well as the Requirements for
a Capital Company for the Receipt of a Special Permit (Licence)";
Cabinet Regulation No. 1219 of 28 December 2010, "Regulations On
Consumer Credit" (these Regulations determine the requirements in
relation to the content of consumer credit service advertisements, the
procedures by which information shall be provided prior to entering into
a consumer credit agreement, and the content of information, the
requirements to be set out for the credit agreement and the information
to be contained therein, the methodology for the calculation of the
annual percentage rate of charge, the procedures for informing
consumers during the duration of the credit agreement, the procedures
for early repayment of credit and fair reduction of the total costs of the
credit, the requirements applicable to individual types of credit
agreements and the obligations of credit intermediaries, as well as the
legal framework for consumer credit for pledging movable property);
Cabinet Regulation No. 1037 of 21 December 2004, "Regulations
regarding Distance Contracts for the Provision of Financial Services"
(these Regulations determine the information to be included in a
distance contract for the provision of financial services, separate
requirements regarding fulfilment of the contract, as well as the
procedures and time period in which the right of withdrawal provided in
Section 12 of the Consumer Rights Protection Law shall be exercised);
Personal Data Protection Law (the purpose of this Law is to protect the
fundamental human rights and freedoms of natural persons, in particular

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AS "mogo" Note Prospectus

the inviolability of private life, with respect to the processing of data
regarding natural persons);
Consumer Rights Protection Law (the purpose of this Law is to ensure
that consumers are able to exercise and protect their lawful rights when
entering into contracts with manufacturers, traders or service providers);
Unfair Commercial Practice Prohibition Law (the purpose of this Law is
to ensure the protection of the rights and economic interests of the
consumers by prohibiting the performers of commercial practices from
utilising unfair business-to-consumer commercial practices);
Law On Extrajudicial Recovery of Debt (the purpose of this Law is to
regulate the rights and duties of a creditor and a provider of debt
recovery services in the field of debt recovery).
B.3
A description of, The main area of Issuer's activity is the leaseback of vehicles or crediting against

and key factors the vehicle already owned by the client and financial leasing of vehicles.
relating to, the
nature
of
the
Issuer's
current
operations and its
principal activities
B.4a A description of At the moment of signing the Prospectus, the Issuer has no information at its
the
most disposal regarding any recent tendencies that have negatively affected the Issuer
significant recent or the activity of the crediting industry.
trends
affecting
the Issuer and the
industries
in
which it operates
B.4b A description of At the moment of signing the Prospectus, the Issuer has no information at its
any known trends disposal regarding any identified tendencies that have negatively affected the
affecting
the Issuer or the activity of the crediting industry.
Issuer and the
industries
in
which it operates
B.5
A description of The Issuer is not a participant of a concern/group.
the group and the
Issuer's position
within the group
B.6
Main shareholders The only shareholder of the Issuer is a company registered in Luxembourg
of the Issuer
"Mogo Finance S.A." (registration No. B 174.457, legal address: 2-4 rue Eugene
Ruppert, LV-2453, Luxembourg) which owns 100% shares of the company.

The true beneficiaries of the Issuer are two financial investors, citizens of the
Republic of Latvia, each of which owns 30.33% of capital shares of "Mogo
Finance S.A.". The remaining 39.34% of capital shares of "Mogo Finance S.A."
belong to seven private individuals, citizens of Latvia, of whom the largest
shareholder owns 10.11%, while the smallest -- 0.5%.

As of 30 September 2014, the share capital of the Issuer was increased up to
EUR 5,000,000 without changing the structure of shareholders.

Structure of Issuer's shareholders:

Name, surname/Name
Number of
% of the total

shares
number

As at 30 June 2014:

"Mogo Finance S.A."
300,000
100.00%

As at 30 September 2014, after increasing the share capital:

"Mogo Finance S.A."
5,000,000
100.00%

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AS "mogo" Note Prospectus

At the moment of signing the Prospectus, the Issuer has no information at its
disposal regarding any agreements, the fulfilment of which might cause changes
in the Issuer's control.
B.7
Selected historical Issuer's balance sheets for 2012, 2013, and six months of 2014.
key
financial
information
30.06.2014,
31.12.2013,
31.12.2012,
Indicator
EUR
EUR
EUR
Long-term investments
12,051,263
5,051,938
1,212,405
Current assets
5,055,062
2,692,473
628,070
TOTAL ASSETS
17,106,325
7,744,411
1,840,475
Equity
128,124
(48,480)
240,928
Long-term creditors
15,979,000
5,657,390
1,217,941
Short-term creditors
999,201
2,135,501
381,606
TOTAL LIABILITIES
17,106,325
7,744,411
1,840,475
The profit and loss statement of the Issuer for 2012 (1st financial year, period
from 3 May to 31 December), 2013, and six months of 2014.
01.01.2014 
03.05.2012 
30.06.2014,
31.12.2012,
Indicator
EUR
2013, EUR
EUR
Interest and similar income
2,202,633
2,369,884
140,230
Interest expense
(574,808)
(739,063)
(29,423)
Impairment
(169,290)
(167,290)
(50,417)
Cost of goods sold
-
(5265)
-
Salling expense
(385,886)
(702,978)
(129,027)
Administrative expense
(772,756)
(976,345)
(132,654)
Other operating income
56,420
82,161
2706
Other operating expense
(76,457)
(89,987)
(3712)
Other interest receivable and similar income
5375
15,946
871
Interest payable and similar expense
(19)
(26,263)
(15,814)
Profit/(loss) before Income Tax
285,212
(239,200)
(217,240)
Corporate income tax
(126,351)
(44,153)
-
Deferred income tax
17,743
(6,055)
31,306
Profit/(loss) for the period
176,604
(289,408)
(185,934)
Other comprehensive income
-
-
-
Total comprehensive profit/(loss) for the period
176,604
(289,408)
(185,934)
Issuer's balance sheet and profit and loss statement have been taken from the
audited financial statement for 2012, 2013, and condensed interim financial
statement for six months of 2014.
As of the publication of the last audited financial statement, the financial
situation or performance of the Issuer has not worsened. The Issuer is unaware of
any factors, claims, obligations, or events which would negatively affect the
financial situation or performance of the Issuer in future.

B.8
Selected
pro
03.05.2012 
30.06.2014, EUR
2013, EUR
forma
financial
Financial indicators
31.12.2012, EUR
information
Interest and similar income
2,202,633
2,369,884
140,230
Profit before interest, taxes, depreciation, and
898,316
597,060
(137,926)
amortisation (EBITDA)
Profit/(loss) for the period
176,604
(289,408)
(185,934)
Total amount of assets at the end of the period
17,106,325
7,744,411
1,840,475
B.9
Profit forecast or The profit/loss forecast has not been carried out.
evaluation
B.10 Objections in the The reports on the audit of the financial statement for 2013 and condensed
financial
interim financial statement for the six-month period, which ended on
information of the 30 June 2014, contained no objections.
audit report
B.11 Issuer's equity
As at 31 December 2013, the amount of Issuer's equity was negative and reached
EUR (48,480.00). As at 30 June 2014, in accordance with the audited financial
data, the amount of Issuer's equity was positive and reached EUR 128,124 as a
result of net profit.
As at 30 September 2014, the share capital of the Issuer was increased up to
EUR 5,000,000.
B.12 Forecasts
The forecasts regarding the Issuer contain no crucial negative changes after the

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AS "mogo" Note Prospectus

regarding
the publication of the last audited financial statements.
Issuer

B.13 A description of Recently, no events related to the Issuer, which are crucial for preventing Issuer's
any recent events insolvency, have been established.
particular to the
Issuer which are
to
a
material
extent relevant to
the evaluation of
the
Issuer's
solvency
B.14 Issuer's
Not applicable, since the Issuer is not a participant of a concern/group.
dependency
B.15 activity
The main area of Issuer's activity is the leaseback of vehicles or crediting against
description of the the vehicle already owned by the client and financial leasing of vehicles.
Issuer's principal
activities
B.16 Control over the 100.00% of Issuer's shares belong to "Mogo Finance S.A."
Issuer
B.17 Credit
ratings No creditworthiness ratings (credit ratings) are currently assigned for the Issuer
assigned to the and Notes to be issued.
Issuer or its debt
securities
B.18 B.50
Not applicable.

Part C. Securities
C.1
Type and category Notes are debt securities of the holder with no collateral or alienation restrictions.
of securities, ISIN LCD has registered the issue of Notes and assigned it an international securities
identification number (ISIN LV0000801363), as well as carries out the
accounting of issued Notes.
C.2
Currency of the EUR
issue of securities
C.3 C.4
Not applicable.
C.5
Restrictions
for Notes are dematerialised securities of the holder with no alienation restrictions.
free transferability
of securities
C.6 C.7
Not applicable.
C.8,
Rights
arising Noteholders have the right to receive Coupon and Principal Amount payments
C.9
from the Notes
pursuant to the procedure provided for in the Prospectus.

Coupon (interest) rate is 10% (ten per cent) a year. Interest payments start from
31 March 2014 and are made on the last day of each month. The maturity date of
Notes is 31 March 2021, principal amount payments are made once a quarter and
on the last day of a quarter, starting from 30 June 2019.
If the Issuer takes decision on the early redemption of Notes, the Issuer shall
notify Noteholders at least 10 (ten) Business Days prior to the redemption date of
Notes, by publishing the relevant information in the NR information system and
in the Official Obligatory Information Centralised Storage System (ORICGS).
The Issuer can make early redemption, either full or partial, starting from
31 December 2014 on the last day of each month. When repaying the principal
amount of Notes, the Issuer has to pay by 1% more for the principal amount of
Notes to be repaid. The minimum redemption size of principal amount per Note
is EUR 10.00 (ten euros zero cents) with the next step of EUR 10.00 (ten euros
zero cents). In cases when the principal amount is repaid in full, the redemption
step of EUR 10.00 (ten euros zero cents) shall not be applied. Notes are not
secured by pledge and third parties have not guaranteed for Notes and Coupon
payments related thereto.

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AS "mogo" Note Prospectus

Within the framework of the issue of Notes it is not provided for, yet at the same
time there are no restrictions set for Noteholders' right to create and/or authorise
an organisation/person that represents the legal interests of all Noteholders or
part thereof.
C.10 Interest payment Not applicable.
of securities based
on
derived
financial
instruments
C.11 Inclusion of Notes The Issuer plans to include all the issued and placed Notes in "NASDAQ Riga"
in the regulated regulated market, ensuring their public circulation. Settlements of Notes are
market
carried out by LCD.
C.12 Minimum
The Nominal Value of one Note is EUR 1,000 (one thousand euros). As at the
denomination of moment of submission of the Prospectus to FCMC, 19,062 (nineteen thousand
the issue
sixty-two) Notes were issued as at 13 October 2014. The Issuer has the right to
issue additional 938 (nine hundred thirty eight) Notes by 31 December 2015.

C.13 C.22
Not applicable.
Part D. Risks
D.1, Key information When making an investment in Notes, the Noteholder undertakes certain
D.2
on the key risks financial risks. These risks are related to the financial situation of the lessee, as
that are specific to well as the situation of the market of Notes and securities both in Latvia and
the Issuer or its abroad. The Issuer carries out its activity, taking into account well-considered
industry
risk management aimed at restricting the undertaking of risks in all the main
areas of activity.
The entrepreneurial activity of the Issuer is related to the following risks: legal
risk, macroeconomic risk, competition risk, market risk, risk related to human
capital, credit risk, and operational risk.
D.3
Key information When investing funds in Notes, investors undertake the following risks related to
on the key risks debt securities: 1) there may be no possibility of selling Notes in the secondary
that specific to the market; 2) up to the moment of repayment of the issue, the price in the secondary
securities
market may be lower than the Nominal Value of Notes; 3) regulatory
enactments, which regulate tax rates and tax payment procedure and which may
negatively affect the profitability of Notes, may change.
D.4 D.6
Not applicable.
Part E. Offer
E.1 E.2a
Not applicable.
E.2b Reasons for the The issue of Notes is carried out so that the Issuer would be able to re-finance the
offer of securities existing loans from investors under more favourable financing conditions, to
and
use
of improve the cash flow and liquidity, as well as to attract additional capital for the
proceeds
financing of company's loan portfolio and increase the awareness in the
regulated capital market and among institutional investors.
E.3
A description of Not applicable.
the Terms of Issue
E.4
A description of The Issuer has no information at its disposal regarding possible conflicts of
any interest that is interests in relation to the issue of Notes.
material to the
issue
including
conflicting
interests
E.5 E.6
Not applicable.
E.7
Estimated
All the expenses related to the acquisition and storage of Notes are borne by an
expenses charged investor in compliance with the price-list of a credit institution or investment
to the investor by service provider, through which the investor purchases and stores Notes. The
the issuer or the Issuer is not obliged to compensate for expenses incurred by the investor.
offeror

The investor may have additional tax payment obligations related to Notes
depending on the investor's country of residence. The Issuer will deduct taxes
from Coupon payments in compliance with the Prospectus.

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AS "mogo" Note Prospectus

4. Risk Factors
4.1. Important note
The risks indicated in this section may reduce Issuer's ability to fulfil its obligations
and cause its insolvency in the worst-case scenario. Noteholders have to take into
account that Notes are not secured by pledge and third parties have not guaranteed for
Notes and Coupon payments related thereto. This section may not feature all the
potential risks which may affect the Issuer.
4.2. Changes to regulatory enactments
The Issuer carries out its activity in Latvia and most of the risks, which affect it, are
related to the general economic situation in the country and regulatory enactments
adopted by the Saeima of the RoL or Cabinet of Ministers of the RoL.
Currently, the activity of the Issuer and other non-bank credit companies in Latvia is
regulated by Cabinet Regulation No. 245 of 29 March 2011, "Regulations Regarding
the Procedures by Which a Special Permit (Licence) for the Provision of Consumer
Credit Services Shall Be Issued, Re-Registered, Suspended and Cancelled and the
State Fee for the Issue and Re-Registration of a Special Permit (Licence) Shall Be
Paid, as well as the Requirements for a Capital Company for the Receipt of a Special
Permit (Licence)" which, among other things, determines the need for a licence, the
price of which is EUR 71,140, as well as annual prolongation of licence operation, the
price of which is EUR 14,225; by Cabinet Regulation No. 1219 of 28 December 2010,
"Regulations On Consumer Credit"; Cabinet Regulation No. 1037 of
21 December 2004, "Regulations regarding Distance Contracts for the Provision of
Financial Services"; Personal Data Protection Law; Unfair Commercial Practice
Prohibition Law; Law On Extrajudicial Recovery of Debt, and Consumer Rights
Protection Law.
4.3. Macroeconomics
The economic situation in Latvia, where the Issuer carries out its entrepreneurial
activity, is assessed as stable, which is supported by both macroeconomic data, such
as GDP and employment indicators1, and credit ratings assigned by international
rating agencies --- Moody's Investors Service2, Standard & Poor's Financial
Services3, and Fitch Ratings4 -- which have been increased over the recent years.
The stability of Latvia's economic situation is confirmed by the fact that
Standard & Poor's raised Latvia's credit rating from "BBB+" to "A-" on

1 Data of the Bank of Latvia "Main Macroeconomic Indicators". Available at: http://www.bank.lv/statistika/datu-
telpa/galvenie-raditaji/galvenie-makroekonomiskie-raditaji
2 Moody's Investors Service data. Available at:
https://www.moodys.com/page/search.aspx?cy=global&kw=latvia&searchfrom=GS&spk=qs&tb=1
3 Standard & Poor's data. Available at: http://www.standardandpoors.com/en_US/web/guest/ratings/entity/-/org-
details/sectorCode/SOV/entityId/309881
4 Fitch Ratings data. Available at: https://www.fitchratings.com/gws/en/esp/issr/80442245

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